Common use of Subsidiary Guarantors Clause in Contracts

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documents, in the event that Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary or a Foreign Subsidiary meeting the requirements of Section 8.12(b), Borrower and its Subsidiaries will: (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; (iii) cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 or as the Majority Lenders shall have requested.

Subsidiary Guarantors. Subject (a) The Company will cause any Subsidiary which becomes a co-obligor or guarantor in respect of Indebtedness under the Bank Credit Agreement to deliver to each holder of Notes (concurrently with it becoming a co-obligor or guarantor in respect of such Indebtedness) the following items: (1) a Subsidiary Guaranty; (2) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the relevant limitations and terms effect of those contained in the Security Documents, Borrower will take Sections 5.2 (provided that such action, and will cause each of its Subsidiaries representation as to take enforceability may contain such action, from time to time additional exceptions as shall may be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documents, in the event that Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary or a Foreign Subsidiary meeting take into account the requirements of Section 8.12(b), Borrower and its Subsidiaries will: (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all law of the personal property jurisdiction of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; (iii) cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares organization of such Subsidiary), 5.4, 5.6 and 5.7, with respect to such Subsidiary and such Subsidiary Guaranty, as applicable; and (iv3) deliver an opinion of independent counsel addressed to each holder of Notes which opinion shall be reasonably satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty entered into by such proof Subsidiary has been duly authorized, executed and delivered and that such Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of corporate actionsuch Subsidiary enforceable in accordance with its terms, incumbency except as an enforcement of officers such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles and such other documents exceptions as may be necessary to take into account the requirements of the law of the jurisdiction of organization of such Subsidiary. (b) The holders of Notes agree to discharge and release any Subsidiary Guarantor from its Subsidiary Guaranty upon the written request of the Company, provided that (1) such Subsidiary Guarantor shall have been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) as a co-obligor and guarantor under and in respect of Indebtedness under the Bank Credit Agreement and the Company so certifies to the holders of Notes in a certificate of a Responsible Officer, (2) at the time of such release and discharge, the Company shall have delivered a certificate of a Responsible Officer to the holders of Notes stating that no Default or Event of Default exists or will result from such release and discharge and (3) if any fee or other form of consideration is given to any party to the Bank Credit Agreement expressly for the purpose of its release of such Subsidiary Guarantor, the holders of Notes shall receive equivalent consideration. Anything in this Section 9.9 to the contrary notwithstanding, a Subsidiary that becomes a borrower under the Bank Credit Agreement shall not be deemed to be a co-obligor or guarantor of Indebtedness under the Bank Credit Agreement for purposes of this Section 9.9 if (1) in the case of a Domestic Subsidiary, such Domestic Subsidiary shall have no obligations under the Bank Credit Agreement or any other agreement or instrument for the repayment of any Indebtedness outstanding under the Bank Credit Agreement (whether upon default by any party to the Bank Credit Agreement or otherwise) other than legal opinions Indebtedness directly borrowed thereunder by such Domestic Subsidiary or (2) in the case of counsel a Foreign Subsidiary, such Foreign Subsidiary shall have no obligations under the Bank Credit Agreement or any other agreement or instrument for the repayment of any Indebtedness outstanding under the Bank Credit Agreement (whether upon default by any party to the ObligorsBank Credit Agreement or otherwise) as other than (i) Indebtedness directly borrowed thereunder by such Foreign Subsidiary and (ii) Indebtedness directly borrowed thereunder by any other Foreign Subsidiary that is consistent with those delivered by each Obligor pursuant to Section 6.01 or as not a guarantor of the Majority Lenders shall have requestedobligations of the Company under the Bank Credit Agreement.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documents, in In the event that Borrower or (1) any of its Subsidiaries Obligor shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a Foreign “new” Domestic Subsidiary meeting the requirements for purposes of this Section 8.12(b5.08 as of such date), the Borrower and its Subsidiaries will: will cause, within thirty (i30) cause days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” hereunder(and, and a thereby, an “Grantor” Obligor”) under the Security Agreement, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary Agreement and to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; (iii) cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate or other action, incumbency of officers officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor the Borrower pursuant to Section 6.01 4.01 upon the Effective Date or as the Majority Lenders Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets or Immaterial Subsidiaries to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower Such Obligor will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that Borrower Parent or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary or a Foreign Subsidiary meeting the requirements of Section 8.12(b)Subsidiary, Borrower it and its Subsidiaries willshall concurrently: (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including joining the Security Agreement, delivering such shares of stock together with undated transfer powers executed in blankblank and entering into the applicable Short-Form IP Security Agreements) as shall be necessary to create and perfect valid and enforceable first priority Liens (subject to Permitted Liens permitted under Section 9.02(c)Liens) Liens on substantially all of the personal property of such new Subsidiary (other than Excluded Accounts) as collateral security for the obligations of such new Subsidiary hereunder; (iii) cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders Administrative Agent for the benefit of the Secured Parties in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate or other organizational action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 6.01, or as the Majority Lenders Administrative Agent shall have reasonably requested.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower Such Obligor will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), are “Subsidiary Guarantors” hereunder, provided, that neither Icagen-T nor any of its Subsidiaries shall be required to become a “Subsidiary Guarantor” hereunder until such time as it no longer prohibited from doing so under the Icagen-T MSA. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that Borrower or any of its Subsidiaries (other than any Subsidiary owned by Icagen-T, until such time as it is no longer prohibited from doing so under the Icagen-T MSA) shall form or acquire any new Subsidiary that is a Domestic Subsidiary or a Foreign Subsidiary meeting the requirements of Section 8.12(b)Subsidiary, Borrower it and its Subsidiaries willshall concurrently: (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including joining the Security Agreement, delivering such shares of stock together with undated transfer powers executed in blankblank and entering into the applicable Short-Form IP Security Agreements) as shall be necessary to create and perfect valid and enforceable first priority Liens (subject to Permitted Liens permitted under Section 9.02(c)Liens) Liens on substantially all of the personal property of such new Subsidiary (other than Excluded Accounts) as collateral security for the obligations of such new Subsidiary hereunder; (iii) cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders Administrative Agent for the benefit of the Secured Parties in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate or other organizational action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 6.01, or as the Majority Lenders Administrative Agent shall have reasonably requested.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documents, in In the event that (1) a Borrower or any other member of its Subsidiaries Obligor Group shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary held by such Borrower or other members of its Obligor Group that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a Foreign “new” Domestic Subsidiary meeting the requirements for purposes of this Section 8.12(b5.08), such Borrower and its Subsidiaries will: will cause, within 30 days (ior such longer period as shall be reasonably agreed by the Administrative Agent) cause following such Person becoming a new Domestic Subsidiary of such Borrower, such new Domestic Subsidiary to become a “Subsidiary Guarantor” hereunder, of such Borrower (and a thereby an “GrantorObligor” in such Borrower’s Obligor Group) under the Security Agreement, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary Agreement and to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; (iii) cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate or other action, incumbency of officers officers, opinions of counsel (if reasonably requested by the Administrative Agent), and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor such Borrower pursuant to Section 6.01 4.01 upon the Effective Date or as the Majority Lenders Administrative Agent shall have reasonably requested; provided that, any new Domestic Subsidiary acquired in connection with a Borrower Merger that was, immediately prior to such Borrower Merger, a Subsidiary Guarantor shall only be required to execute and deliver a Guarantee Assumption Agreement with respect to the obligations of the Surviving Borrower and no other deliverables will be required by such new Domestic Subsidiary to satisfy this Section 5.08(a). For the avoidance of doubt, any Borrower may elect to cause any of its Excluded Assets or Immaterial Subsidiaries to become a member of its Obligor Group by causing such Person to become a Subsidiary Guarantor under the Guarantee and Security Agreement to which such Borrower is a party and shall only be required to execute and deliver a Guarantee Assumption Agreement with respect to the obligations of such Borrower and no other deliverables will be required by such Excluded Asset or Immaterial Subsidiary, as applicable, to satisfy this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documents, in In the event that Borrower or (1) any of its Subsidiaries Obligor shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a Foreign “new” Domestic Subsidiary meeting the requirements for purposes of this Section 8.12(b5.08 as of such date), the Borrower and its Subsidiaries will: will cause, within thirty (i30) cause days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” hereunder(and, and a thereby, an “Grantor” Obligor”) under the Security Agreement, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary Agreement and to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; (iii) cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate or other action, incumbency of officers officers, opinions of counsel (if reasonably requested by the Administrative Agent) and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor the Borrower pursuant to Section 6.01 5 of the Restatement Agreement upon the Effective Date or as the Majority Lenders Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets or Immaterial Subsidiaries to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower Such Obligor will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borroweror Canadian Subsidiaries, and such Foreign Subsidiaries as are required under Section 8.12(b), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary, Canadian Subsidiary or a Foreign Subsidiary meeting the requirements of Section 8.12(b), Borrower such Obligor and its Subsidiaries willwill promptly and in any event within thirty (30) days (or such longer time as consented to by the Majority Lenders in writing) of the formation or acquisition of such Subsidiary: (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement or the Canadian Security Agreement, as applicable, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)Priority Liens) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; (iii) to the extent that the parent of such Subsidiary is not a party to the Security Agreement or the Canadian Security Agreement, or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Security Agreement or the Canadian Security Agreement and this Agreement, cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 or as the Majority Lenders shall have requested.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documents, in In the event that (i) the Borrower or any of its Subsidiaries Subsidiary Guarantors shall form or acquire any new Subsidiary (other than an Excluded Asset, a Financing Subsidiary, a Foreign Subsidiary, an Immaterial Subsidiary or a Subsidiary of a Foreign Subsidiary) or (ii) any Excluded Asset, Financing Subsidiary or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset”, “Financing Subsidiary” or “Immaterial Subsidiary”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a Foreign “new” Subsidiary meeting the requirements for purposes of this Section 8.12(b5.08 as of such date), the Borrower and its Subsidiaries will: will within thirty (i30) days thereof (or such longer period as shall be reasonably agreed to by the Administrative Agent) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder(and, and a thereby, an “Grantor” Obligor”) under the Guarantee and Security Agreement, Agreement pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary Agreement and to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; (iii) cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate or other action, incumbency of officers officers, opinions of counsel (unless waived by the Administrative Agent) and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor the Borrower pursuant to Section 6.01 4.01 upon the Effective Date or as the Majority Lenders Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets, Foreign Subsidiary or Immaterial Subsidiaries to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary, as applicable).

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, The Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of the Borrower, and or such Foreign Subsidiaries as are required provided under Section 8.12(b), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that the Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary or a Foreign Subsidiary meeting the requirements of Section 8.12(b), the Borrower and its Subsidiaries will: (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; (iii) cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 on the Closing Date or as the Majority Lenders shall have requested.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower Each Obligor will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that that, subject to Section 8.12(b) with respect to requirements for Foreign Subsidiaries, all Subsidiaries that are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary or a Foreign Subsidiary meeting the requirements of Section 8.12(b)Subsidiary, Borrower such Obligor and its Subsidiaries concurrently will, subject to Section 8.12(b) with respect to requirements for Foreign Subsidiaries: (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” or similar granting party, as applicable, under the Security AgreementDocuments, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including including, if applicable, delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)Priority Liens) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; (iii) to the extent that the parent of such Subsidiary is not a party to the Canadian Security Agreement, U.S. Security Agreement or such other Security Document, as applicable, or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Security Documents, as applicable, and this Agreement, cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders Secured Parties in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 or as Administrative Agent or the Majority Lenders shall have requested.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of BorrowerBorrower (other than Computational Engines, Inc.), and such Foreign Subsidiaries as are required under Section 8.12(b), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary (other than Computational Engines, Inc.) or a Foreign Subsidiary meeting the requirements of Section 8.12(b), Borrower and its Subsidiaries willwill promptly and in any event within 30 days of the formation or acquisition of such Subsidiary: (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)Priority Liens) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; (iii) to the extent that the parent of such Subsidiary is not a party to the Security Agreement or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Security Agreement and this Agreement, cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 on the Closing Date or as the Majority Lenders shall have requested.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, The Borrower will take such action, and will cause each of its Subsidiaries (other than any Excluded Subsidiary), to take such action, from time to time as shall be reasonably necessary to ensure that all Subsidiaries that are Domestic such Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), the Borrower (other than Excluded Subsidiaries) are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that (x) the Borrower or any of its Subsidiaries shall form or acquire any new Domestic Subsidiary that is shall constitute a Domestic Subsidiary hereunder (other than an Excluded Subsidiary) or a Foreign (y) any Subsidiary meeting (which, for purposes of this reference to “Subsidiary,” will be deemed to include an Unrestricted Subsidiary) of the requirements Borrower or any of Section 8.12(b)its Subsidiaries shall cease to constitute an Excluded Subsidiary, the Borrower and its Subsidiaries will:will cause such Subsidiary to, within 30 days (or such longer time as the Administrative Agent may agree in its sole discretion): (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “GrantorSecuring Party” under the Security Agreement, Agreement pursuant to a Guarantee Assumption Subsidiary Joinder Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blankand executing and delivering such Uniform Commercial Code financing statements) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; (iii) cause hereunder to the parent of such Subsidiary extent required pursuant to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such SubsidiarySecurity Agreement; and (iviii) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is substantially consistent with those delivered by each Obligor the Loan Parties pursuant to Section 6.01 or 5.01 on the Closing Date as the Majority Lenders Administrative Agent shall have requestedreasonably request.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower Such Obligor will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such (other than any Excluded Foreign Subsidiaries as are Subsidiary not required to be a Subsidiary Guarantor under Section 8.12(b8.12(b)(i), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary or a (other than any new Excluded Foreign Subsidiary meeting the requirements of not required to be a Subsidiary Guarantor under Section 8.12(b8.12(b)(i)), Borrower such Obligor and its Subsidiaries concurrently will: (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)Priority Liens) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; (iii) to the extent that the parent of such Subsidiary is not a party to the Security Agreement or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Security Agreement and this Agreement, cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders Secured Parties in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 or as Administrative Agent or the Majority Lenders shall have requested.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, The Borrower will shall take such action, and will cause each of its Subsidiaries to take such action, action from time to time as shall be necessary to ensure that all (x) each of its Subsidiaries that is a party to this Agreement as of the date hereof will be and will remain an Obligor and Subsidiary Guarantor hereunder (except as otherwise permitted by Section 9.03 or to the extent all of the Equity Interests in such Subsidiary, or all or substantially all assets of such Subsidiary, are Domestic Subsidiaries of Borrowersubject to an Asset Sale permitted by Section 9.09), and such Foreign (y) each of its other Subsidiaries as are required under Section 8.12(b(other than Immaterial Subsidiaries), are whether direct or indirect, now existing or hereafter created, will, within thirty (30) days (as such date may be extended by the Agent in its reasonable discretion) of becoming such a Subsidiary, become an “Obligor” and a “Subsidiary GuarantorsGuarantor” hereunderpursuant to this Section 8.12. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that Borrower if any Obligor (i) forms or any of its Subsidiaries shall form or acquire acquires any new Subsidiary that is a Domestic (other than an Immaterial Subsidiary) or (ii) any Subsidiary or a Foreign Subsidiary meeting ceases to constitute an Immaterial Subsidiary, then such Obligor shall (unless otherwise agreed by the requirements of Section 8.12(bAgent in its sole discretion), Borrower and within thirty (30) days (as such date may be extended by the Agent in its Subsidiaries willreasonable discretion) of such event: (i) cause such new Subsidiary to become an “Obligor” and a “Subsidiary Guarantor” hereunder, and a “Grantor” (or the equivalent thereof) under the applicable Security AgreementDocuments, pursuant to and a Guarantee Assumption “Subsidiary Party” under the Intercompany Subordination Agreement; (ii) subject to any limitations set forth in the Security Agreement and Section 8.12(b), take such action or cause such Subsidiary to take such action (including joining the Security Agreement or the applicable Security Documents and delivering such shares of stock certificated Equity Interests, if any, together with undated transfer powers executed in blank, applicable control agreements, and other instruments) as shall be necessary or desirable by the Agent to create and perfect perfect, in favor of the Agent, for the benefit of the Secured Parties, valid and enforceable first priority Liens (subject only to any Permitted Liens permitted under Section 9.02(c)Liens) Liens on substantially all of the personal property (other than Excluded Property) of such new Subsidiary as collateral security for the obligations of such new Subsidiary Obligations hereunder; (iii) cause the parent of such Subsidiary to execute take all actions necessary or desirable to create and deliver perfect a pledge agreement valid first priority Lien in favor of the Lenders Agent for the benefit of the Secured Parties on all Equity Interests in respect of all outstanding issued shares of such Subsidiary, including the execution and delivery of a pledge agreement, mortgage over shares or equivalent document in favor of the Agent, for the benefit of the Secured Parties; and (iv) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 or as the Majority Lenders Agent shall have reasonably requested.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower Such Obligor will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of BorrowerSubsidiaries, and such Foreign Subsidiaries as are required under Section 8.12(b), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary or a Foreign Subsidiary meeting the requirements of Section 8.12(b), Borrower such Obligor and its Subsidiaries will, within 30 days after such formation or acquisition: (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)Priority Liens) Liens Liens, in favor of the Lenders, or of the Control Agent for the benefit of the Lenders, as the case may be, on substantially all of the personal property of such new Subsidiary (except for Excluded Assets) as collateral security for the obligations of such new Subsidiary hereunder, as and to the extent required under the Security Agreement; (iii) to the extent that the parent of such Subsidiary is not a party to the Security Agreement or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Security Agreement and this Agreement, cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 or as the Majority Lenders shall have requested.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, The Borrower will take such action, and will cause each of its Subsidiaries (other than any Excluded Subsidiary), to take such action, from time to time as shall be reasonably necessary to ensure that all Subsidiaries that are Domestic such Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), the Borrower (other than Excluded Subsidiaries) are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that (x) the Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary (including any Subsidiary formed as a result of an LLC Division) that shall constitute a Subsidiary hereunder (other than an Excluded Subsidiary) or a Foreign (y) any Subsidiary meeting of the requirements Borrower or any of Section 8.12(b)its Subsidiaries shall cease to constitute an Excluded Subsidiary, the Borrower and its Subsidiaries will:will cause such Subsidiary to, within 60 days (or such longer time as the Administrative Agent may agree in its sole discretion): (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunderunder the Guaranty Agreement, and a “GrantorSecured Party” under the Security Agreement, Agreement pursuant to a Guarantee Assumption Subsidiary Joinder Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blankand executing and delivering such Uniform Commercial Code financing statements) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; (iii) cause hereunder to the parent of such Subsidiary extent required pursuant to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such SubsidiarySecurity Agreement; and (iviii) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is substantially consistent with those delivered by each Obligor the Loan Parties pursuant to Section 6.01 or 5.01 on the Effective Date as the Majority Lenders Administrative Agent shall have requestedreasonably request.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary or a Foreign Subsidiary meeting the requirements of Section 8.12(b), Borrower and its Subsidiaries will: (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; (iii) cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 on the Closing Date or as the Majority Lenders shall have requested.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Each Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), Borrower are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that any Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary or a Foreign Subsidiary meeting the requirements of Section 8.12(b)Subsidiary, each Borrower and Subsidiary Guarantor will and shall cause each of its Subsidiaries willto: (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; (iii) cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 or as the Majority Lenders shall have requested.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower Such Obligor will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of BorrowerSubsidiaries, and such Foreign Subsidiaries as are required under Section 8.12(b), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary or a Foreign Subsidiary meeting the requirements of Section 8.12(b), Borrower such Obligor and its Subsidiaries concurrently will: (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)Priority Liens) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; (iii) to the extent that the parent of such Subsidiary is not a party to the Security Agreement or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Security Agreement and this Agreement, cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 or as the Majority Lenders shall have requested.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary or a Foreign Subsidiary meeting the requirements of Section 8.12(b), Borrower and its Subsidiaries will:, as soon as reasonably practicable and in any event within 45 days of the formation or acquisition of such Subsidiary (during which time such Domestic Subsidiary or Foreign Subsidiary shall not engage in any transactions with Borrower and its Subsidiaries exceeding the value of $10,000 in the aggregate total for all such transactions): (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)Priority Liens) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; (iii) cause to the extent that the parent of such Subsidiary is not a party to the Security Agreement or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Security Agreement and this Agreement, cause such parent to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers officers, and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 on the Closing Date or as the Majority Lenders shall have reasonably requested.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary or a Foreign Subsidiary meeting the requirements of Section 8.12(b), Borrower and its Subsidiaries will: (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; (iii) cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 on the Closing Date or as the Majority Lenders shall have reasonably requested.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower Such Obligor will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of BorrowerSubsidiaries, and such Foreign Subsidiaries as are required under Section 8.12(b), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary or a Foreign Subsidiary meeting the requirements of Section 8.12(b), Borrower such Obligor and its Subsidiaries concurrently will: (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)Priority Liens) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunderhereunder as provided in and to the extent required hereunder and under the Security Documents and the Guarantee Assumption Agreement; (iii) to the extent that the parent of such Subsidiary is not a party to the Security Agreement or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Security Agreement and this Agreement, cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel as reasonably requested by the Majority Lenders and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 or as the Majority Lenders shall have requested.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower will take such action, and (a) Each Obligor will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), are “Subsidiary Guarantors” hereunder. Without limiting (other than (i) the generality of the foregoing but subject to the relevant limitations and terms contained in the Security DocumentsIssuers, in the event case of the Parent Guarantor, and (ii) GPT Property Trust, in the case of the Company) that Borrower guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary or a Foreign Subsidiary meeting the requirements of Section 8.12(b), Borrower and its Subsidiaries willIndebtedness under any Material Credit Facility to concurrently therewith: (i) cause such new enter into a Subsidiary to become Guaranty or a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement;joinder thereto; and (ii) take such action deliver the following to each of holder of a Note: (A) an executed counterpart of a Subsidiary Guaranty or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) a joinder thereto, as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunderapplicable; (iiiB) cause the parent a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to execute the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10, 5.11, 5.12, 5.16, 5.17 and deliver a pledge agreement in favor 5.18 of this Agreement (but with respect to such Subsidiary and its Subsidiary Guaranty rather than the Obligors); (C) all documents evidencing the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the Lenders execution and delivery of a Subsidiary Guaranty or joinder thereto, as applicable, and the performance by such Subsidiary of its obligations under such Subsidiary Guaranty; (D) an opinion of counsel (which may be of an in-house counsel) substantially in respect of all outstanding issued shares of such Subsidiarythe form set forth in Schedule 9.7; and (E) any reports, certifications or other documentation (addressed to the holders of the Notes, where applicable) provided under any corresponding terms in any Material Credit Facility. (b) Subject to Section 9.7(a), at the election of the Obligors and by written notice to each holder of Notes, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Indebtedness under any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) from any obligation for or in respect of any Indebtedness under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under its Subsidiary Guaranty, (iv) deliver if in connection with such proof Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of corporate actionconsideration is given to any holder of Indebtedness under such Material Credit Facility for such release, incumbency the holders of officers the Notes shall receive equivalent consideration (on a pro rata basis) substantially concurrently therewith and other documents (other than legal opinions v) each holder shall have received a certificate of counsel a Responsible Officer certifying as to the Obligorsmatters set forth in clauses (i) as is consistent through (iv). In the event of any such release, for purposes of Section 10.6 and Section 10.12, all Indebtedness of such Subsidiary shall be deemed to have been incurred concurrently with those delivered by each Obligor pursuant to Section 6.01 or as the Majority Lenders shall have requestedsuch release.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, The Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Significant Subsidiaries of the Borrower, and such other than Controlled Foreign Subsidiaries as are required under Section 8.12(b)Corporations, are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that the Borrower or any of its Subsidiaries shall form or acquire any new Significant Subsidiary which shall constitute a Domestic Subsidiary hereunder (or any existing Subsidiary shall become a Significant Subsidiary that is a Domestic Subsidiary or a Foreign Subsidiary meeting the requirements of Section 8.12(bSubsidiary), the Borrower and its Subsidiaries will:will cause such new Significant Subsidiary to (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a an “GrantorObligor” under the Security Agreement, Agreement pursuant to a Guarantee Assumption Agreement;, (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blankstock, executing and delivering such Uniform Commercial Code financing statements and executing and delivering mortgages or deeds of trust covering the real property and fixtures owned or leased by such Subsidiary) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property of such new Subsidiary (other than Voting Stock of any Controlled Foreign Corporation exceeding 65% of the issued and outstanding Voting Stock of such Controlled Foreign Corporation) as collateral security for the obligations of such new Subsidiary hereunder;hereunder and (iii) cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 5.01 on the Effective Date or as the Majority Lenders Administrative Agent shall have requested.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower The Parent Guarantor will take such action, and will cause each of its Included Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are each Domestic Subsidiaries Subsidiary (other than a Domestic Subsidiary that, at the time of Borrowerdetermination, and such Foreign Subsidiaries as are required under Section 8.12(b), are “is a Prohibited Subsidiary) is a "Subsidiary Guarantors” Guarantor" hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that the Borrower or any of its Included Subsidiaries shall hereafter form or acquire any new Subsidiary Person that is shall constitute a Domestic Subsidiary or (other than a Foreign Domestic Subsidiary meeting that, at the requirements time of Section 8.12(b)determination, Borrower is a Prohibited Subsidiary) of the Borrower, the Parent Guarantor and its Included Subsidiaries will:will cause such Person to (i) cause such new Subsidiary to become a “"Subsidiary Guarantor” " hereunder, and a “Grantor” "Securing Party" under the Security Agreement, Agreement pursuant to a Guarantee Assumption Agreement;, (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blankstock, delivering such Uniform Commercial Code financing statements and executing and delivering mortgages or deeds of trust covering the real property and fixtures owned or leased by such Subsidiary) as shall be necessary to, subject to the thresholds set forth in clause (c) below with respect to Real Property and subject to the applicable exceptions in the Security Agreement, create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property of such new Subsidiary (other than (x) voting stock of any Foreign Subsidiary to the extent that all voting stock of such Foreign Subsidiary subject to such Lien would exceed 65% of the issued and outstanding voting stock of such Foreign Subsidiary and (y) without limitation of Section 6.15, equity interests in any Joint Venture to the extent the pledge of such equity interests under the Security Agreement is prohibited by its organizational documents, joint venture agreement, operating agreement or an agreement governing its Indebtedness) as collateral security for the obligations of such new Subsidiary hereunder;hereunder and (iii) cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel with respect to the Obligors) such Subsidiary Guarantor as is consistent with those delivered by each Obligor pursuant to Section 6.01 5.01 on the Effective Date or as the Majority Lenders Administrative Agent shall have reasonably requested.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, The Borrower will take such action, and will cause each of its Subsidiaries (other than any Excluded Subsidiary), to take such action, from time to time as shall be reasonably necessary to ensure that all Subsidiaries that are Domestic such Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), the Borrower (other than Excluded Subsidiaries) are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that (x) the Borrower or any of its Subsidiaries shall form or acquire any new Domestic Subsidiary that is shall constitute a Domestic Subsidiary hereunder (other than an Excluded Subsidiary) or a Foreign (y) any Subsidiary meeting of the requirements Borrower or any of Section 8.12(b)its Subsidiaries shall cease to constitute an Excluded Subsidiary, the Borrower and its Subsidiaries will:will cause such Subsidiary to, within 60 days (or such longer time as the Administrative Agent may agree in its sole discretion): (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunderunder the Guaranty Agreement, and a “GrantorSecured Party” under the Security Agreement, Agreement pursuant to a Guarantee Assumption Subsidiary Joinder Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blankand executing and delivering such Uniform Commercial Code financing statements) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; (iii) cause hereunder to the parent of such Subsidiary extent required pursuant to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such SubsidiarySecurity Agreement; and (iviii) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is substantially consistent with those delivered by each Obligor the Loan Parties pursuant to Section 6.01 or 5.01 on the Closing Date as the Majority Lenders Administrative Agent shall have requestedreasonably request.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower Such Obligor will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such (other than any Excluded Foreign Subsidiaries as are Subsidiary not required to be a Subsidiary Guarantor or Borrower under Section 8.12(b8.12(b)(i)), are are, at the discretion of the Administrative Agent, “Subsidiary Guarantors” hereunder”. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that Borrower Parent Guarantor or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary or a (other than any new Excluded Foreign Subsidiary meeting the requirements of not required to be a Subsidiary Guarantor under Section 8.12(b8.12(b)(i)), Borrower such Obligor and its Subsidiaries willwill within thirty (30) days of such formation or acquisition: (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to a Guarantee an Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock or share capital, as applicable, together with undated transfer powers executed in blankblank or the equivalent thereof in any other jurisdiction) as shall be necessary to create and perfect (to the extent required by the applicable Security Document) valid and enforceable first Liens with the priority required by the applicable Security Document (subject to Permitted Liens permitted under Section 9.02(c)Priority Liens) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder;; DMS 17185250.10 (iii) to the extent that the parent of such Subsidiary is not a party to the Security Agreement or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Security Agreement and this Agreement, cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders Secured Parties in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 or as Administrative Agent or the Majority Lenders shall have requested.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower The Company will take such action, and will cause each of its Domestic Subsidiaries (other than 18F Virginia, Inc., Lucy Ventures LLC, Piper Ventures LLC and WTN Services, LLC), to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are such Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), the Company are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that Borrower the Company or any of its Subsidiaries shall form or acquire any new Domestic Subsidiary that is shall constitute a Domestic Subsidiary or a Foreign Subsidiary meeting hereunder, the requirements of Section 8.12(b), Borrower Company and its Subsidiaries willwill cause such new Subsidiary to: (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “GrantorSecuring Party” under the Security Agreement, Agreement pursuant to a Guarantee Assumption Subsidiary Joinder Agreement; (ii) take such action or cause such Domestic Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blankstock, executing and delivering such Uniform Commercial Code financing statements) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; (iii) cause hereunder to the parent of such Subsidiary extent required pursuant to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such SubsidiarySecurity Agreement; and (iviii) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor the Loan Parties pursuant to Section 6.01 or 5.01 on the Effective Date as the Majority Lenders Administrative Agent shall have requestedreasonably request.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower The Company will take such action, and will cause each of its Domestic Subsidiaries (other than any Excluded Subsidiary), to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are such Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), the Company are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that Borrower the Company or any of its Subsidiaries shall form or acquire any new Domestic Subsidiary that is shall constitute a Domestic Subsidiary or a Foreign Subsidiary meeting the requirements of Section 8.12(bhereunder (other than an Excluded Subsidiary), Borrower within 45 days of the applicable formation or acquisition (as such time period may be extended by the Administrative Agent in its sole discretion) the Company and its Subsidiaries willwill cause such new Subsidiary to: (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “GrantorSecuring Party” under the Security Agreement, Agreement pursuant to a Guarantee Assumption Subsidiary Joinder Agreement; (ii) take such action or cause such Domestic Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blankstock, executing and delivering such Uniform Commercial Code financing statements) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; (iii) cause hereunder to the parent of such Subsidiary extent required pursuant to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such SubsidiarySecurity Agreement; and (iviii) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor the Loan Parties pursuant to Section 6.01 or 5.01 on the Third Restatement Effective Date as the Majority Lenders Administrative Agent shall have requestedreasonably request.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, The Borrower will take such action, and will cause each of its Subsidiaries (other than any Excluded Subsidiary), to take such action, from time to time as shall be reasonably necessary to ensure that all Subsidiaries that are Domestic such Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), the Borrower (other than Excluded Subsidiaries) are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that (x) the Borrower or any of its Subsidiaries shall form or acquire any new Domestic Subsidiary that is shall constitute a Domestic Subsidiary hereunder (other than an Excluded Subsidiary) or a Foreign (y) any Subsidiary meeting (which, for purposes of this reference to “Subsidiary,” will be deemed to include an Unrestricted Subsidiary) of the requirements Borrower or any of Section 8.12(b)its Subsidiaries shall cease to constitute an Excluded Subsidiary, the Borrower and its Subsidiaries will:will cause such Subsidiary to, within 3060 days (or such longer time as the Administrative Agent may agree in its sole discretion): (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “GrantorSecuring Party” under the Security Agreement, Agreement pursuant to a Guarantee Assumption Subsidiary Joinder Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blankand executing and delivering such Uniform Commercial Code financing statements) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; (iii) cause hereunder to the parent of such Subsidiary extent required pursuant to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such SubsidiarySecurity Agreement; and (iviii) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is substantially consistent with those delivered by each Obligor the Loan Parties pursuant to Section 6.01 or 5.01 on the Closing Date as the Majority Lenders Administrative Agent shall have requestedreasonably request.

Subsidiary Guarantors. Subject The Borrower will not permit any Indebtedness of the Borrower to be guaranteed by any Consolidated Subsidiary (other than guarantees in existence as of the First Amendment Effective Date) unless such Consolidated Subsidiary guarantees the obligations of the Borrower under this Agreement (and the promissory notes issued pursuant to Section 2.05) pursuant to a guaranty in form and substance reasonably satisfactory to the relevant limitations and terms contained Administrative Agent (which guaranty in no event shall be less favorable to the Security DocumentsBorrower or the respective Consolidated Subsidiary than the guaranty giving rise to the foregoing requirement). On or prior to the date on which any Consolidated Subsidiary enters into a guaranty pursuant to the immediately preceding sentence, the Borrower will take such actionwill, and will cause each such Consolidated Subsidiary guarantor to, deliver to the Administrative Agent such opinions of its Subsidiaries to take counsel, board resolutions, officer’s certificates and other related documentation in connection with such action, from time to time guaranty as shall may be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under reasonably requested by the Administrative Agent.” 16. Section 8.12(b), are “Subsidiary Guarantors” hereunder. Without limiting the generality 6.01 of the foregoing but subject to the relevant limitations and terms contained in the Security Documents, in the event that Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary that Credit Agreement is a Domestic Subsidiary or a Foreign Subsidiary meeting the requirements of Section 8.12(b), Borrower and its Subsidiaries will: hereby amended by (i) cause such new Subsidiary revising the parenthetical set forth in Section 6.01(c) to become a read as follows: “Subsidiary Guarantor” hereunder(other than those covered by clause (a) or (b) above or clause (j) below)”, and a “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action deleting the word “or” appearing at the end of subsection (including delivering such shares of stock together with undated transfer powers executed in blankh) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; thereof, (iii) cause inserting the parent word “or” at the end of such Subsidiary to execute subsection (i) thereof and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers and other documents inserting the following new subsection (other than legal opinions of counsel to the Obligorsj) as is consistent with those delivered by each Obligor pursuant to Section 6.01 or as the Majority Lenders shall have requested.immediately following subsection (i) thereof:

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower Such Obligor will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such (other than any Excluded Foreign Subsidiaries as are Subsidiary not required to be a Subsidiary Guarantor or Borrower under Section 8.12(b8.12(b)(i)), are are, at the discretion of the Administrative Agent, “Subsidiary Guarantors” hereunder”. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that Borrower Parent Guarantor or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary or a (other than any new Excluded Foreign Subsidiary meeting the requirements of not required to be a Subsidiary Guarantor under Section 8.12(b8.12(b)(i)), Borrower such Obligor and its Subsidiaries willwill within thirty (30) days of such formation or acquisition: (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to a Guarantee an Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock or share capital, as applicable, together with undated transfer powers executed in blankblank or the equivalent thereof in any other jurisdiction) as shall be necessary to create and perfect (to the extent required by the applicable Security Document) valid and enforceable first Liens with the priority required by the applicable Security Document (subject to Permitted Liens permitted under Section 9.02(c)Priority Liens) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder;; DMS 17185250.10 ​ (iii) to the extent that the parent of such Subsidiary is not a party to the Security Agreement or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Security Agreement and this Agreement, cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders Secured Parties in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 or as Administrative Agent or the Majority Lenders shall have requested.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower will take such action, and (a) The Company will cause each of its Subsidiaries (other than the Excluded Subsidiary solely with respect to take such actionExcluded Debt) that guarantees or otherwise becomes liable at any time, from time whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Principal Credit Facility to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documents, in the event that Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary or a Foreign Subsidiary meeting the requirements of Section 8.12(b), Borrower and its Subsidiaries willconcurrently therewith: (i) cause enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such new Subsidiary Subsidiary, on a joint and several basis with all other such Subsidiaries, of (x) the prompt payment in full when due of all amounts payable by the Issuers pursuant to become the Notes (whether for principal, interest, Make-Whole Amount, Swap Breakage Amount, Prepayment Premium, LIBOR Breakage Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (y) the prompt, full and faithful performance, observance and discharge by the Issuers of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement;Guaranty”); and (ii) take such action or cause deliver the following to each of holder of a Note: (A) an executed counterpart of such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunderGuaranty; (iiiB) cause the parent a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to execute and deliver a pledge agreement the same effect, mutatis mutandis, as those contained in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; Sections 5.1, 5.2, 5.4, 5.6, 5.7, 5.8, 5.12, 5.13 and (iv) deliver such proof of corporate action, incumbency of officers and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 or as the Majority Lenders shall have requested.

Subsidiary Guarantors. Subject If any Domestic Subsidiary of a Loan Party (other than an Excluded Subsidiary) is formed or acquired after the Agreement Date, or if an Excluded Subsidiary ceases to be an Excluded Subsidiary, Lead Borrower will notify the Administrative Agent in writing thereof within ten Business Days following such event (or such later date as may be acceptable to the relevant limitations Administrative Agent in its sole discretion) and terms contained in the Security Documents, Borrower will take within 30 days following such action, and will cause each of its Subsidiaries to take event (or such action, from time to time later date as shall may be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject acceptable to the relevant limitations and terms contained Administrative Agent in the Security Documentsits sole discretion) (provided, however, that, in the event that Borrower or case of any of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic ceases to be an Excluded Subsidiary or a Foreign Subsidiary meeting by virtue of ceasing to be an Immaterial Subsidiary, the requirements of foregoing deadlines shall be the date upon which financial statements are due under Section 8.12(b6.1(b), Borrower demonstrating that such Subsidiary has ceased to be an Immaterial Subsidiary, and ten Business Days following such due date, respectively, or in each case such later date as may be acceptable to the Administrative Agent in its Subsidiaries will:sole discretion): (i) the Borrowers will cause each such new Subsidiary to become be joined to the applicable Loan Documents as a “Subsidiary Guarantor” hereunderGuarantor or, with the Administrative Agent’s consent, an additional Borrower and, in connection therewith, (A) execute and deliver a Subsidiary Joinder Agreement and a “Grantor” under Perfection Certificate and (B) promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the Security Agreement, pursuant to a Guarantee Assumption Agreement;Secured Obligations as the Administrative Agent shall reasonably request, (ii) take if any Equity Interests issued by any such action Subsidiary are owned or held by or on behalf of any Loan Party, the Borrowers will cause such Subsidiary Equity Interests to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; (iii) cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers and other documents (other than legal opinions of counsel pledged pursuant to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 or as the Majority Lenders shall have requested.Collateral Documents,

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower Such Obligor will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such (other than any Excluded Foreign Subsidiaries as are Subsidiary not required to be a Subsidiary Guarantor under Section 8.12(b8.12(b)(i), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary or a (other than any new Excluded Foreign Subsidiary meeting the requirements of not required to be a Subsidiary Guarantor under Section 8.12(b8.12(b)(i)), Borrower such Obligor and its Subsidiaries concurrently will: (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)Priority Liens) Liens on (A) substantially all of the personal property of such new Subsidiary and (B) all real property with a fair market value in excess of $[***] owned by such new Subsidiary, in each case as collateral security for the obligations of such new Subsidiary hereunder; (iii) to the extent that the parent of such Subsidiary is not a party to the Security Agreement or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Security Agreement and this Agreement, cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders Secured Parties in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel as reasonably requested by Administrative Agent and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 or as Administrative Agent or the Majority Lenders shall have requested.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower Such Obligor will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b(other than any Excluded Subsidiary), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary or a Foreign Subsidiary meeting the requirements of Section 8.12(b(other than any new Excluded Subsidiary), Borrower such Obligor and its Subsidiaries will:will within forty-five (45) days of such formation or acquisition (or such longer period as may be agreed to by the Administrative Agent): (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such any shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)Priority Liens) Liens on substantially all of the personal property of such new Subsidiary (other than Excluded Assets) as collateral security for the obligations of such new Subsidiary hereunder;; 164703839 v7 (iii) to the extent that the parent of such Subsidiary is not a party to the Security Agreement or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Security Agreement and this Agreement, cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders Secured Parties in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers and other documents (other than legal opinions of counsel with respect to the Obligors) such Subsidiary as is consistent with those delivered by each Obligor pursuant to Section 6.01 or as Administrative Agent or the Majority Lenders shall have requested.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documents, in In the event that Borrower (i) any Obligor or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary or a Foreign Subsidiary meeting the requirements of Section 8.12(b)Material Subsidiary, Borrower such Obligor and its Subsidiaries willshall, within ten (10) Business Days of such formation or acquisition, or (ii) any Subsidiary becomes a Material Subsidiary, such Material Subsidiary and its parent shall, within ten (10) Business Days of the delivery of the Compliance Certificate pursuant to Section 8.01(c) for the most recently ended fiscal quarter: (i) cause such new Material Subsidiary to become a “Subsidiary Guarantor” hereunderhereunder pursuant to a Guarantee Assumption Agreement, and a “Grantor” under the Security Agreement, pursuant to and a Guarantee Assumption “Subsidiary Party” under the Intercompany Subordination Agreement; (ii) take such action or cause such Material Subsidiary to take such action (including joining or delivering such any Security Document and delivering shares of stock together with undated transfer powers executed in blank, applicable control agreements and other instruments) as shall be reasonably necessary or desirable or reasonably requested by the Administrative Agent in order to create and perfect perfect, in favor of the Administrative Agent, for the benefit of the Secured Parties, valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations Obligations hereunder; provided that any such security interest or Lien shall be subject to the relevant requirements of such new Subsidiary hereunderthe Security Documents and the Intercompany Subordination Agreement; (iii) to the extent that the parent of such Material Subsidiary is not a party to the Security Agreement or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Security Agreement and this Agreement, cause the parent of such Material Subsidiary to execute and deliver a pledge agreement in favor of the Lenders Administrative Agent, for the benefit of the Secured Parties, in respect of all outstanding issued shares of such Material Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 and Section 6.02 or as the Majority Lenders Administrative Agent shall have requestedreasonably request.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower Such Obligor will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such (other than any Excluded Foreign Subsidiaries as are Subsidiary not required to be a Subsidiary Guarantor under Section 8.12(b8.12(b)(i), ) are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary (other than any Excluded Foreign Subsidiary that is not required to be a Domestic Subsidiary or a Foreign Subsidiary meeting the requirements Guarantor under of Section 8.12(b8.12(b)(i)), Borrower such Obligor and its Subsidiaries will:will within thirty (30) days of such formation or concurrently with such acquisition (or such longer period as may be agreed by Administrative Agent in its sole discretion): (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)Priority Liens) Liens on substantially all of the personal property of such new Subsidiary (other than Excluded Assets) as collateral security for the obligations of such new Subsidiary hereunder; (iii) to the extent that the parent of such Subsidiary is not a party to the Security Agreement or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Security Agreement and this Agreement, cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders Secured Parties in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section Sections 6.01 and 6.02 or as Administrative Agent or the Majority Lenders shall have reasonably requested; provided that no Obligor may transfer any assets, property or cash to such newly formed or acquired Subsidiary until all actions required by this Section 8.12(a) have been taken with react to such newly formed or acquired Subsidiary.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower The Parent Guarantor will take such action, and will cause each of its Included Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are each Domestic Subsidiaries Subsidiary (other than a Domestic Subsidiary that, at the time of Borrowerdetermination, and such Foreign Subsidiaries as are required under Section 8.12(b), are “is a Prohibited Subsidiary) is a "Subsidiary Guarantors” Guarantor" hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that the Borrower or any of its Included Subsidiaries shall hereafter form or acquire any new Subsidiary Person that is shall constitute a Domestic Subsidiary or (other than a Foreign Domestic Subsidiary meeting that, at the requirements time of Section 8.12(b)determination, Borrower is a Prohibited Subsidiary) of the Borrower, the Parent Guarantor and its Included Subsidiaries will:will cause such Person to (i) cause such new Subsidiary to become a “"Subsidiary Guarantor” " hereunder, and a “Grantor” "Securing Party" under the Security Agreement, Agreement pursuant to a Guarantee Assumption Agreement;, (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blankstock, delivering such Uniform Commercial Code financing statements and executing and delivering mortgages or deeds of trust covering the real property and fixtures owned or leased by such Subsidiary) as shall be necessary to, subject to the thresholds set forth in clause (c) below with respect to Real Property and subject to the applicable exceptions in the Security Agreement, create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property of such new Subsidiary (other than (x) voting stock of any Foreign Subsidiary to the extent that all voting stock of such Foreign Subsidiary subject to such Lien would exceed 65% of the issued and outstanding voting stock of such Foreign Subsidiary and (y) without limitation of Section 6.15, equity interests in any Joint Venture to the extent the pledge of such equity interests under the Security Agreement is prohibited by its organizational documents, joint venture agreement, operating agreement or an agreement governing its Indebtedness) as collateral security for the obligations of such new Subsidiary hereunder;hereunder and (iii) cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel with respect to the Obligors) such Subsidiary Guarantor as is consistent with those delivered by each Obligor pursuant to Section 6.01 5.01 on the Effective Date or as the Majority Lenders Paying Agent shall have reasonably requested.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, The Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that of the Borrower (other then Excluded Entities) are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), are “"Subsidiary Guarantors” " hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that the Borrower or any of its Subsidiaries shall acquire or form or acquire any new Subsidiary after the date hereof that is a Domestic the Borrower or the respective Subsidiary or a Foreign Subsidiary meeting anticipates will not be an Excluded Entity (or, in the requirements of Section 8.12(bevent that any Excluded Entity shall cease to be an Excluded Entity), the Borrower and its Subsidiaries will:or the respective Subsidiary will cause such new Subsidiary (or such Excluded Entity which ceases to be an Excluded Entity) to (i) cause such new Subsidiary to become a “"Subsidiary Guarantor” " hereunder, and a “Grantor” an "Obligor" under the Security Agreement, Agreement pursuant to a Guarantee Assumption Agreement;, (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blankstock, executing and delivering such Uniform Commercial Code financing statements) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property Property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder;hereunder and (iii) cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 5.01 on the Effective Date or as the Majority Lenders Administrative Agent shall have requested.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, The Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of the Borrower, and such other than Foreign Subsidiaries as are required under Section 8.12(b)and Securitization Subsidiaries, are “"Subsidiary Guarantors” " hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that the Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary that is shall constitute a Domestic Subsidiary (other than a Foreign Subsidiary or a Foreign Subsidiary meeting Securitization Subsidiary) hereunder, the requirements of Section 8.12(b), Borrower and its Subsidiaries will:will cause such new Subsidiary to (i) cause such new Subsidiary to become a “"Subsidiary Guarantor” " hereunder, and a “Grantor” an "Obligor" under the Security Agreement, Agreement pursuant to a Guarantee Assumption Agreement;, (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blankstock, executing and delivering such Uniform Commercial Code financing statements and executing and delivering mortgages or deeds of trust covering the real property and fixtures owned or leased by such Subsidiary) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder;hereunder and (iii) cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 5.01 on the Effective Date or as the Majority Lenders Administrative Agent shall have requested.. Credit Agreement

Subsidiary Guarantors. Subject to In the relevant limitations and terms contained in event that the Security DocumentsBorrower shall form or acquire any new Subsidiary (other than an Unrestricted Subsidiary or an Inactive Subsidiary) after the date hereof, the Borrower will take such actionwill, and will cause each of its Restricted Subsidiaries to take to, cause such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documents, in the event that Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary within five Business Days of such formation or a Foreign Subsidiary meeting the requirements of Section 8.12(b), Borrower and its Subsidiaries willacquisition: (i) cause such new Subsidiary to execute and deliver to the Administrative Agent a Joinder Agreement (and thereby to become a “party to this Agreement, as a "Subsidiary Guarantor” " hereunder, and to the Pledge Agreement, as a “Grantor” "Securing Party" thereunder) and to pledge and grant to the Administrative Agent for the benefit of the Lenders hereunder a security interest in any property owned by it that is of the type included in the definition of "Collateral" under the Security Agreement, pursuant to a Guarantee Assumption Pledge Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blankand executing and delivering such Uniform Commercial Code financing statements) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all consistent with the provisions of the personal property of Pledge Agreement on such new Subsidiary as collateral security for Collateral under the obligations of such new Subsidiary hereunder;Pledge Agreement; and (iii) cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor Subsidiary Guarantor pursuant to Section 6.01 5.01 upon the Effective Date or as the Majority Lenders Administrative Agent shall have reasonably requested.. Without limiting the generality of the foregoing, (x) the Borrower shall cause any Subsidiary that becomes a guarantor in respect of any Senior Subordinated Notes or New Senior Subordinated Notes (or in respect of any Refunding Indebtedness), to immediately become a Subsidiary Guarantor hereunder in compliance with the provisions of the preceding paragraph, whether or not such Subsidiary is otherwise required to be a Subsidiary Guarantor hereunder and

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower The Borrowers will take such action, and will cause each of its Subsidiaries Subsidiary (other than the Borrowers, ISP Funding, any Foreign Subsidiary and any Unrestricted Entity) to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and Credit Agreement such Foreign Subsidiaries as are required under Section 8.12(b), are “Subsidiary Guarantors” is a "Subsidiary Guarantor" hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that Borrower the Borrowers or any of its their Subsidiaries (other than any Unrestricted Entities) shall form or acquire any new Subsidiary that is shall constitute a Domestic Restricted Subsidiary other than a Foreign Subsidiary, or in the event that the Lead Borrower shall withdraw the designation of an Unrestricted Entity in accordance with Section 6.16(e), the Borrowers and their Subsidiaries will cause such new Subsidiary or a Foreign Subsidiary meeting former Unrestricted Entity, as the requirements of Section 8.12(b)case may be, Borrower and its Subsidiaries willto: (i) cause such new Subsidiary to become a “"Subsidiary Guarantor” " hereunder, and a “Grantor” an "Obligor" under the Pledge and Security Agreement, Agreement pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary or (in the opinion of the Administrative Agent) reasonably desirable to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property of such new Subsidiary that, pursuant to Section 6.22, is required to be granted as collateral security for the obligations of such new Subsidiary hereunderhereunder (including executing and delivering such Security Documents as the Administrative Agent shall request, in each case in form and substance satisfactory to the Administrative Agent (including in such form as is necessary or desirable to file, record or register, as applicable) and all documentary Collateral provided for under such Security Document); (iii) cause the parent of such Subsidiary to execute enter into the Tax Sharing Agreement as contemplated thereby (and deliver a pledge agreement in favor of furnish to the Lenders in respect of all outstanding issued shares of such SubsidiaryAdministrative Agent evidence thereof satisfactory to the Agent); and (iv) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 5.01 on the Effective Date or as the Majority Lenders Administrative Agent shall have requested.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, The Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower that are Domestic Subsidiaries of Borrower, and such not Foreign Subsidiaries as are required under Section 8.12(b), or Excluded Subsidiaries are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that the Borrower or any of its Subsidiaries shall form or acquire any new Person that shall constitute a Subsidiary that is a Domestic Subsidiary or a hereunder (excluding any Foreign Subsidiary meeting the requirements of Section 8.12(bSubsidiary), the Borrower and its Subsidiaries will: (i) will cause such new Subsidiary to (i) become a “Subsidiary Guarantor” hereunder, and a “GrantorSecuring Party” under the Security Agreement, Agreement pursuant to a Guarantee Assumption Agreement; , (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blankstock, executing and delivering such Uniform Commercial Code financing statements) as shall be necessary to create and perfect valid and enforceable first priority Liens (subject to Permitted Liens permitted under Section 9.02(c)Encumbrances) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; hereunder and (iii) cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 5.01 on the Closing Date or as the Majority Lenders Lender shall have reasonably requested.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower Such Obligor will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such (other than any Excluded Foreign Subsidiaries as are Subsidiary not required to be a Subsidiary Guarantor under Section 8.12(b8.12(b)(i)), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary or a (other than any new Excluded Foreign Subsidiary meeting the requirements of not required to be a Subsidiary Guarantor under Section 8.12(b8.12(b)(i)), Borrower such Obligor and its Subsidiaries concurrently will: (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)Priority Liens) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; (iii) cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iviii) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 or as Administrative Agent or the Majority Lenders shall have reasonably requested.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), are “Subsidiary Guarantors” hereunder. Without limiting the generality All of the foregoing but subject to Company's present and future Subsidiaries (other than the relevant limitations Non- Guarantor Subsidiaries unless and terms contained in until the Security Documentsrevenue of the Non-Guarantor Subsidiaries, in the event aggregate, exceeds 1% of the revenue of the Company and its Consolidated Subsidiaries, or the book value of the assets of the Non-Guarantor Subsidiaries, in the aggregate, exceeds 1% of the book value of the assets of the Company and its Consolidated Subsidiaries) jointly and severally will guaranty all principal, premium, if any, and interest on the Notes on a senior subordinated basis, grant a subordinated security interest in and/or pledge Collateral owned by such Subsidiary to secure such Obligations on the terms set forth in the Collateral Agreements, and deliver to the Trustee an opinion of counsel that Borrower such guaranty and Collateral Agreements have been duly authorized, executed and delivered. Notwithstanding anything herein or in this Indenture to the contrary, if any of the Company's Subsidiaries (other than OCC solely with respect to its guarantee of the Credit Agreement) that is not a Guarantor guarantees any of the Company's other Indebtedness or any other Indebtedness of any Guarantor, or the Company or any of its Subsidiaries shall form the Guarantors, individually or acquire any new Subsidiary that is a Domestic Subsidiary or a Foreign Subsidiary meeting the requirements of Section 8.12(b)collectively, Borrower and its Subsidiaries will: (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all pledges more than 65% of the personal property Voting Equity Interests of such new a Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; (iii) cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers and other documents (other than legal opinions of counsel OCC solely with respect to the ObligorsCompany's pledge of its Voting Equity Interests under the Credit Agreement) that is not a Guarantor to a lender to secure the Company's Indebtedness or any Indebtedness of any Guarantor, then such Subsidiary must become a Guarantor and grant the security interest as is consistent with those delivered by each Obligor pursuant to provided in this Section 6.01 or as the Majority Lenders shall have requested4.17.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower Such Obligor will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such (other than (x) any Excluded Foreign Subsidiaries as are Subsidiary not required to be a Subsidiary Guarantor under Section 8.12(b8.12(b)(i) and (y) Eye Point Securities, except as required pursuant to Sections 8.12(c) and 11.02), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary or a (other than any new Excluded Foreign Subsidiary meeting the requirements of not required to be a Subsidiary Guarantor under Section 8.12(b8.12(b)(i)), Borrower such Obligor and its Subsidiaries will:, within thirty (30) days of such formation or acquisition (or such longer period as may be agreed by Administrative Agent in its sole discretion): (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)Priority Liens) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder, in each case, to the extent required by the Security Agreement; (iii) to the extent that the parent of such Subsidiary is not a party to the Security Agreement or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Security Agreement and this Agreement, cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders Secured Parties in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof evidence of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 or as the Majority Lenders Administrative Agent shall have reasonably requested.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower The Company will take such action, and will cause each of its Domestic Subsidiaries (other than any Excluded Subsidiary), to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are such Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), the Company are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that Borrower the Company or any of its Subsidiaries shall form or acquire any new Domestic Subsidiary that is shall constitute a Domestic Subsidiary or a Foreign Subsidiary meeting the requirements of Section 8.12(bhereunder (other than an Excluded Subsidiary), Borrower within 45 days of the applicable formation or acquisition (as such time period may be extended by the Administrative Agent in its sole discretion) the Company and its Subsidiaries willwill cause such new Subsidiary to: (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “GrantorSecuring Party” under the Security Agreement, Agreement pursuant to a Guarantee Assumption Subsidiary Joinder Agreement; (ii) take such action or cause such Domestic Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blankstock, executing and delivering such Uniform Commercial Code financing statements) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; (iii) cause hereunder to the parent of such Subsidiary extent required pursuant to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such SubsidiarySecurity Agreement; and (iviii) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor the Loan Parties pursuant to Section 6.01 or 5.01 on the Second Restatement Effective Date as the Majority Lenders Administrative Agent shall have requestedreasonably request.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower Such Obligor will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such (other than any Excluded Foreign Subsidiaries as are Subsidiary not required to be a Subsidiary Guarantor under Section 8.12(b8.12(b)(i)), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary or a (other than any new Excluded Foreign Subsidiary meeting the requirements of not required to be a Subsidiary Guarantor under Section 8.12(b8.12(b)(i)), Borrower such Obligor and its Subsidiaries willwill promptly and in any event within thirty (30) days (or such longer time as consented to by Administrative Agent in writing) of the formation or acquisition of such Subsidiary: (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)Priority Liens) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; (iii) to the extent that the parent of such Subsidiary is not a party to the Security Agreement or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Security Agreement and this Agreement, cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders Secured Parties in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 or as Administrative Agent or the Majority Lenders shall have requested.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower will take such action, and (a) The Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under the Primary Credit Facility or other Indebtedness with a principal amount in excess of $250,000,000 to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documents, in the event that Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary or a Foreign Subsidiary meeting the requirements of Section 8.12(b), Borrower and its Subsidiaries willconcurrently therewith: (i) cause such new enter into a Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement;Guaranty or joinder thereto; and (ii) take such action or cause deliver the following to each of holder of a Note: (A) an executed counterpart of such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunderGuaranty or joinder thereto; (iiiB) cause to the parent extent required under the Primary Credit Facility or under such other Indebtedness with a principal amount in excess of $250,000,000, a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to execute the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 and deliver 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company); (C) to the extent required under the Primary Credit Facility or under such other Indebtedness with a pledge agreement principal amount in favor excess of $250,000,000, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the Lenders in respect of all outstanding issued shares execution and delivery of such SubsidiarySubsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivD) deliver to the extent required under the Primary Credit Facility or under such proof other Indebtedness with a principal amount in excess of corporate action$250,000,000, incumbency of officers and other documents (other than legal opinions an opinion of counsel reasonably satisfactory to the Obligors) as is consistent with those delivered by each Obligor pursuant Required Holders covering such matters relating to Section 6.01 or such Subsidiary and such Subsidiary Guaranty as the Majority Lenders shall have requestedRequired Holders may reasonably request.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, The Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower that are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as not Excluded Entities are required under Section 8.12(b), are “"Subsidiary Guarantors” " hereunder. Without limiting the generality In furtherance of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that (x) the Borrower or any of its Subsidiaries shall acquire or form or acquire any new Subsidiary after the date hereof that is not at such time an Excluded Entity or (y) any Excluded Entity shall cease to be an Excluded Entity but shall continue to be a Domestic Subsidiary of the Borrower, the Borrower will cause (or will cause its Subsidiaries to cause) such new Subsidiary or a Foreign Subsidiary meeting the requirements of Section 8.12(b), Borrower and its Subsidiaries will: previously Excluded Entity to (i) cause such new Subsidiary to become a “"Subsidiary Guarantor” " hereunder, and a “Grantor” "Subsidiary Guarantor" under the Security U.S. Equity Pledge Agreement, pursuant by delivering to the Administrative Agent a Guarantee Assumption Agreement; ; (ii) take such action or cause such Subsidiary the actions, if any, required to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property of taken by such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; or previously Excluded Entity under paragraph (c) below and (iii) cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 5.01 on the Effective Date or as the Majority Lenders Administrative Agent shall have requested.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, The Borrower will shall take such action, and will shall cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as (other than Inactive Subsidiaries) are required under Section 8.12(b), are “Subsidiary Guarantors” hereunder, and, thereby, "Credit Parties" hereunder and under the Security Agreement. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that the Borrower or any of its Subsidiaries shall form or acquire any new Domestic Subsidiary after the date hereof which the Borrower or such Subsidiary anticipates will not be an Inactive Subsidiary (or in the event that any theretofore Inactive Subsidiary that is a Domestic Subsidiary or a Foreign Subsidiary meeting the requirements of Section 8.12(bshall cease to be an Inactive Subsidiary), the Borrower will, and will cause each of its Subsidiaries will: (i) to, cause such new Domestic Subsidiary (or such theretofore Inactive Subsidiary) within ten Business Days of such formation or acquisition notify the Administrative Agent of such formation or acquisition and promptly take all such actions as the Administrative Agent may request to cause such Subsidiary to become a “"Subsidiary Guarantor” hereunder" (and thereby, a "Credit Party") hereunder and a “Grantor” under the Security Agreement, Agreement pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary written instrument in form and substance reasonably satisfactory to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary the Administrative Agent, to create become a party to the Security Agreement and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; (iii) cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligorsincluding Uniform Commercial Code Financing Statements) as is are consistent with those delivered by each Obligor Credit Party pursuant to Section 6.01 5.01 or as the Majority Required Lenders or the Administrative Agent shall have requested.

Subsidiary Guarantors. Subject to Parent and the relevant limitations and terms contained in the Security Documents, Borrower will shall take such action, and will cause each of its Subsidiaries to take such action, action from time to time as shall be necessary to ensure that all (x) it and each of its Subsidiaries that are Domestic Subsidiaries is a party to this Agreement as of Borrowerthe Closing Date will be and will remain an Obligor and Subsidiary Guarantor hereunder (except as otherwise permitted by Section 9.03), and such Foreign (y) each of its other Subsidiaries as are required under Section 8.12(b(other than any Immaterial Subsidiary), are whether direct or indirect, now existing or hereafter created, will, within (x) thirty (30) days of becoming a Subsidiary organized under the laws of the United States or (y) sixty (60) days of becoming a Foreign Subsidiary (in each case, as may be extended by the Agent in its reasonably discretion) or ceasing to constitute an Immaterial Subsidiary, become an “Obligor” and a “Subsidiary GuarantorsGuarantor” hereunderpursuant to this Section 8.12. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that Borrower if Parent or any of its Subsidiaries shall form or acquire any new Subsidiary that is (other than any Immaterial Subsidiary) or if a Domestic Subsidiary or a Foreign Subsidiary meeting ceases to constitute an Immaterial Subsidiary, then Parent and the requirements of Section 8.12(bBorrower shall (unless otherwise agreed by the Agent in its sole discretion), Borrower and its Subsidiaries willwithin thirty (30) days (or sixty (60) days, as the context may require) of such event: (i) cause such new Subsidiary to become an “Obligor” and a “Subsidiary Guarantor” hereunder, and a “Grantor” (or the equivalent thereof) under the applicable Security AgreementDocuments, pursuant to and a Guarantee Assumption “Subsidiary Party” under the Intercompany Subordination Agreement; (ii) take such action or cause such Subsidiary to take such action (including joining the Security Agreement or the applicable Security Documents and delivering such shares of stock certificated ny-2328495 Equity Interests together with undated transfer powers executed in blank, applicable control agreements, and other instruments) as shall be necessary or reasonably desirable by the Agent to create and perfect perfect, in favor of the Agent, for the benefit of the Secured Parties valid and enforceable first priority Liens (subject to Permitted Liens permitted under Section 9.02(c)Liens) Liens on substantially all of the personal property Collateral of such new Subsidiary as collateral security for the obligations of such new Subsidiary Obligations hereunder; (iii) to the extent that the parent of such Subsidiary is not a party to the Security Agreement or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Security Agreement and this Agreement, cause the such parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders Agent, for the benefit of the Secured Parties, in respect of all outstanding issued shares Equity Interests of such SubsidiarySubsidiary for the purpose of creating and perfecting, in favor of the Agent for the benefit of the Secured Parties, a valid and perfected first priority Lien (subject to Permitted Liens) on such Equity Interests; and (iv) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 or as the Majority Lenders Agent shall have reasonably requested.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower Such Obligor will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such (other than any Excluded Foreign Subsidiaries as are Subsidiary not required to be a Subsidiary Guarantor under Section 8.12(b8.12(b)(i), ) are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary (other than any Excluded Foreign Subsidiary that is not required to be a Domestic Subsidiary or a Foreign Subsidiary meeting the requirements Guarantor under of Section 8.12(b8.12(b)(i)), Borrower such Obligor and its Subsidiaries will:will 137168310 v21 within thirty (30) days of such formation or concurrently with such acquisition (or such longer period as may be agreed by Administrative Agent in its sole discretion): (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)Priority Liens) Liens on substantially all of the personal property of such new Subsidiary (other than Excluded Assets) as collateral security for the obligations of such new Subsidiary hereunder; (iii) to the extent that the parent of such Subsidiary is not a party to the Security Agreement or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Security Agreement and this Agreement, cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders Secured Parties in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section Sections 6.01 and 6.02 or as Administrative Agent or the Majority Lenders shall have reasonably requested; provided that no Obligor may transfer any assets, property or cash to such newly formed or acquired Subsidiary until all actions required by this Section 8.12(a) have been taken with react to such newly formed or acquired Subsidiary.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, The Borrower will shall take such action, and will cause each of its Subsidiaries to take such action, action from time to time as shall be necessary to ensure that all (x) each of its Subsidiaries that is a party to this Agreement as of the date hereof will be and will remain an Obligor (except as otherwise permitted the terms of this Agreement, including without limitation Section 9.03), and (y) each of its other Subsidiaries (other than any Excluded Subsidiaries that are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(bnot Specified 956 Subsidiaries), are whether direct or indirect, now existing or hereafter created, will, within thirty (30) days after becoming a Subsidiary (or ceasing to constitute such an Excluded Subsidiary) become an “Obligor” by taking the actions set forth in clauses (i) and (ii) of this Section 8.12(a); provided that, any term or provision hereof to the contrary notwithstanding, for so long as any Subsidiary Guarantors” hereundercontinues to qualify as a Specified 956 Subsidiary, for purposes of this Section 8.12(a) the Borrower and its Subsidiaries shall only be required to pledge (or cause to be pledged), on a perfected first-priority basis in accordance with clause (ii) below, sixty-five percent (65%) of such Subsidiary’s voting Equity Interests as collateral security for the Obligations. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that Borrower or any of its Subsidiaries Obligor shall form or acquire any new Subsidiary (other than an Excluded Subsidiary that is not a Domestic Subsidiary or a Foreign Subsidiary meeting Specified 956 Subsidiary) such Obligor shall (unless otherwise agreed by the requirements of Section 8.12(bAdministrative Agent in its sole discretion), Borrower and its Subsidiaries willwithin thirty (30) days of such formation or acquisition: (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement, hereunder pursuant to a Guarantee Assumption Agreement, a “Grantor” (or the equivalent thereof) under the applicable Security Document, and a “Subsidiary Party” under the Intercompany Subordination Agreement; (ii) take such action or cause such Subsidiary to take such action (including joining the Security Agreement or the applicable Security Documents and delivering such shares of stock any certificated Equity Interests together with undated transfer powers executed in blank, applicable control agreements, and other instruments) as shall be necessary or desirable by the Administrative Agent to create and perfect perfect, in favor of the Administrative Agent, for the benefit of the Secured Parties, valid and enforceable first priority Liens (subject to other than Permitted Liens permitted under Section 9.02(c)Liens) Liens on substantially all of the personal property of such new Subsidiary (other than any Excluded Assets (as defined in the Security Agreement)) as collateral security for the obligations Obligations, subject to the terms of such new Subsidiary hereunderthe applicable Security Documents; (iii) subject to the proviso set forth in clause (a) above, to the extent that the parent of such Subsidiary is not a party to the Security Agreement or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Security Agreement and this Agreement and the parent is not itself an Excluded Subsidiary, cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders Administrative Agent, for the benefit of the Secured Parties, in respect of all outstanding issued shares Equity Interests (other than any Equity Interests which constitute Excluded Assets) of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor the Borrower pursuant to Section 6.01 or as the Majority Lenders Administrative Agent shall have reasonably requested.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower will take such action, and (a) The Trust will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to take concurrently therewith: i. enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such actionSubsidiary, from time to time as shall be necessary to ensure that on a joint and several basis with all Subsidiaries that are Domestic other such Subsidiaries of Borrowerthe Trust, of (x) the prompt payment in full when due of all amounts payable by the Company or the Trust pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company or the Trust thereunder and (y) the prompt, full and faithful performance, observance and discharge by the Company or the Trust of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and ii. deliver the following to each of holder of a Note: a. an executed counterpart of such Subsidiary Guaranty; b. a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10, 5.11, 5.12, 5.15, 5.16, 5.17 and 5.18 of this Agreement (but with respect to such Subsidiary and such Foreign Subsidiaries Subsidiary Guaranty rather than the Company); c. all documents as are required under Section 8.12(b)may be reasonably requested by the Required Holders to evidence the due organization, are “continuing existence and good standing of such Subsidiary Guarantors” hereunder. Without limiting and the generality due authorization by all requisite action on the part of such Subsidiary of the foregoing but subject execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and d. an opinion of counsel reasonably satisfactory to the relevant limitations Required Holders covering such matters relating to such Subsidiary and terms contained in such Subsidiary Guaranty as the Security Documents, in the event that Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary or a Foreign Subsidiary meeting Required Holders may reasonably request. (b) Subject and subordinate to the requirements of Section 8.12(b9.7(a), Borrower at the election of the Trust and by written notice to each holder of Notes, any Subsidiary Guarantor may be discharged from all of its Subsidiaries will:obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders or any other Person, provided, in each case, that (i) cause after giving effect to such new Subsidiary to become a “Subsidiary Guarantor” hereunderrelease no Default or Event of Default shall have occurred and be continuing, and a “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause no amount is then due and payable under such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; Guaranty, (iii) cause if any fee or other form of consideration is given to any holder of Indebtedness of the parent Company expressly for the purpose of such Subsidiary to execute release, holders of Notes shall receive equivalent consideration and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof each holder of corporate action, incumbency Notes shall have received a certificate of officers and other documents (other than legal opinions of counsel a Responsible Officer to the Obligorsforegoing effect and setting forth the information (including reasonably detailed computations) as is consistent reasonably required to establish compliance with those delivered by each Obligor pursuant to Section 6.01 or as the Majority Lenders shall have requestedforegoing requirements.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documents, in In the event that the Borrower or any of its Domestic Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary or a Foreign Subsidiary meeting Subsidiary, the requirements of Section 8.12(b), Borrower and its Domestic Subsidiaries willshall concurrently upon the capitalization thereof with more than $25,000: (i) cause such new Domestic Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Domestic Subsidiary to take such action (including joining the Security Agreement, delivering such shares of stock together with undated transfer powers executed in blankblank and entering into the applicable Short-Form IP Security Agreements) as shall be necessary to create and perfect valid and enforceable first priority Liens (subject to Permitted Liens permitted under Section 9.02(c)Liens) Liens on substantially all of the personal property of such new Domestic Subsidiary (other than Excluded Accounts) as collateral security for the obligations of such new Domestic Subsidiary hereunder; (iii) cause the parent of such Domestic Subsidiary to execute and deliver a pledge agreement in favor of the Lenders Administrative Agent for the benefit of the Secured Parties in respect of all outstanding issued shares of such Domestic Subsidiary; and (iv) deliver such proof of corporate or other organizational action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 6.01, or as the Majority Lenders Administrative Agent shall have reasonably requested. Notwithstanding anything to the contrary in this Agreement or any of the other Loan Documents, (i) no Foreign Subsidiary or Domestic Foreign Holding Company shall be a Guarantor, or be required to become a Guarantor, (ii) no assets of any Foreign Subsidiary or Domestic Foreign Holding Company shall be pledged, subjected to a Lien or the Security Documents or otherwise used to secure any of the Obligations, (iii) no more than 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2)) of any Domestic Foreign Holding Company or Foreign Subsidiary that is, in each case, a direct first-tier Subsidiary of the Borrower or a Domestic Subsidiary shall be directly or indirectly pledged to guarantee or support any of the Obligations, and (iv) no Equity Interests in any Subsidiary of a Foreign Subsidiary or Domestic Foreign Holding Company shall be directly or indirectly pledged to guarantee or support any of the Obligations.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower Such Obligor will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b(other than any Excluded Subsidiary), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary or a Foreign Subsidiary meeting the requirements of Section 8.12(b(other than any new Excluded Subsidiary), Borrower such Obligor and its Subsidiaries will:will within forty-five (45) days of such formation or acquisition (or such longer period as may be agreed to by the Administrative Agent): (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such any shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)Priority Liens) Liens on substantially all of the personal property of such new Subsidiary (other than Excluded Assets) as collateral security for the obligations of such new Subsidiary hereunder; (iii) to the extent that the parent of such Subsidiary is not a party to the Security Agreement or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Security Agreement and this Agreement, cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders Secured Parties in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers and other documents (other than legal opinions of counsel with respect to the Obligors) such Subsidiary as is consistent with those delivered by each Obligor pursuant to Section 6.01 or as Administrative Agent or the Majority Lenders shall have requested.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower Such Obligor will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower(other than (x) any Excluded Foreign Subsidiary not required to be a Subsidiary Guarantor under Section 8.12(b)(i), and any Domestic Subsidiary owned by such Excluded Foreign Subsidiaries as are required under Section 8.12(b)Subsidiary, and (y) any Healthcare Subsidiary) are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that Borrower Parent or any of its Subsidiaries shall form or acquire any new Subsidiary that is (other than (x) any Excluded Foreign Subsidiary not required to be a Subsidiary Guarantor under Section 8.12(b)(i), and any Domestic Subsidiary or a owned by such Excluded Foreign Subsidiary meeting the requirements of Section 8.12(bSubsidiary, and (y) any Healthcare Subsidiary), Borrower such Obligor and its Subsidiaries willshall within 30 days of forming or acquiring such new Subsidiary: (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)Liens) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder;; and (iii) cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof evidence of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 or as Administrative Agent or the Majority Lenders shall have reasonably requested.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documents, in In the event that the Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary that is (other than a Domestic Subsidiary or Financing Subsidiary, a Foreign Subsidiary meeting or an Immaterial Subsidiary) the requirements of Section 8.12(b), Borrower and its Subsidiaries will: will within thirty (i30) days thereof (or such longer period as shall be reasonably agreed by the Administrative Agent) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder(and, and a thereby, an “Grantor” Obligor”) under the Guarantee and Security Agreement, Agreement pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary Agreement and to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; (iii) cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate or other action, incumbency of officers officers, opinions of counsel (unless waived by the Administrative Agent) and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor the Borrower pursuant to Section 6.01 4.01 upon the Effective Date or as the Majority Lenders Administrative Agent shall have reasonably requested. For the avoidance of doubt, (i) no Financing Subsidiary, Foreign Subsidiary or Immaterial Subsidiary shall be required to join this Agreement or any other Loan Document, to grant any security interests hereunder or thereunder or to otherwise be a guarantor or an obligor hereunder or thereunder and (ii) the Borrower may in its sole discretion elect to cause any of its Immaterial Subsidiaries, Financing Subsidiaries or Foreign Subsidiaries to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be treated as a Financing Subsidiary, a Foreign Subsidiary or an Immaterial Subsidiary hereunder or under any other Loan Documents).

Subsidiary Guarantors. Subject to In the relevant limitations and terms contained in event that the Security DocumentsBorrower shall form or acquire any new Subsidiary (other than an Unrestricted Subsidiary or an Inactive Subsidiary) after the date hereof, the Borrower will take such actionwill, and will cause each of its Restricted Subsidiaries to take to, cause such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documents, in the event that Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary within five Business Days of such formation or a Foreign Subsidiary meeting the requirements of Section 8.12(b), Borrower and its Subsidiaries willacquisition: (i) cause such new Subsidiary to execute and deliver to the Administrative Agent a Joinder Agreement (and thereby to become a “party to this Agreement, as a "Subsidiary Guarantor” " hereunder, and to the Pledge Agreement, as a “Grantor” "Securing Party" thereunder) and to pledge and grant to the Administrative Agent for the benefit of the Lenders hereunder a security interest in any property owned by it that is of the type included in the definition of "Collateral" under the Security Agreement, pursuant to a Guarantee Assumption Pledge Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blankand executing and delivering such Uniform Commercial Code financing statements) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all consistent with the provisions of the personal property of Pledge Agreement on such new Subsidiary as collateral security for Collateral under the obligations of such new Subsidiary hereunder;Pledge Agreement; and (iii) cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor Subsidiary Guarantor pursuant to Section 6.01 5.01 upon the Effective Date or as the Majority Lenders Administrative Agent shall have reasonably requested. Without limiting the generality of the foregoing, the Borrower shall cause any Subsidiary that becomes a guarantor in respect of any Senior Subordinated Notes or New Senior Subordinated Notes (or in respect of any Refunding Indebtedness), to immediately become a Subsidiary Guarantor hereunder in compliance with the provisions of the preceding paragraph, whether or not such Subsidiary is otherwise required to be a Subsidiary Guarantor hereunder.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower The Company will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that of the Company (other than Foreign Subsidiaries) are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), are “"Subsidiary Guarantors” hereunder" under this Agreement and the Security Agreement. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that Borrower the Company or any of its Subsidiaries shall form or acquire any new entity that shall constitute a Subsidiary that is a Domestic Subsidiary or a Foreign Subsidiary meeting hereunder, the requirements of Section 8.12(b), Borrower Company and its Subsidiaries will:will cause such new Subsidiary to (i) cause such new Subsidiary to become a “"Subsidiary Guarantor” hereunder" under this Agreement, pursuant to a Guarantee Assumption Agreement, and a “Grantor” an "Obligor" under the Security Agreement, pursuant to a Guarantee Assumption Security Joinder Agreement;, (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blankstock, executing and delivering such Uniform Commercial Code financing statements and executing and delivering mortgages or deeds of trust covering the real Property and fixtures owned by such Subsidiary) as shall be necessary to create and perfect valid and enforceable first priority Liens (subject to Permitted except for pre-existing Liens permitted under Section 9.02(c7.02(i) or 7.02(k)) Liens for the benefit of the Lenders and the Noteholders on substantially all of the personal property Property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder;, and (iii) cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 5.01 on the Effective Date or as the Majority Lenders Collateral Agent shall have requested.. Credit Agreement

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Each Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), Borrower are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that any Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary or a Foreign Subsidiary meeting the requirements of Section 8.12(b)Subsidiary, each Borrower and its Subsidiaries will: (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; (iii) cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 on the Closing Date or as the Majority Lenders shall have requested.

Subsidiary Guarantors. Subject (a) The Company will cause (x) each Significant Subsidiary (unless federal or state regulatory requirements prohibit such Significant Subsidiary from becoming a Subsidiary Guarantor), 57960355 -26- concurrently with or prior to the relevant limitations and terms contained delivery of the financial statements set forth in the Security Documents, Borrower will take Section 7.1(a) or (b) under which such actionSubsidiary is identified pursuant to Section 7.2(c) as a Significant Subsidiary, and will cause (y) each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documents, in the event that Borrower or any of its Subsidiaries shall form or acquire any new other Subsidiary that is guarantees or otherwise becomes liable at any time, whether as a Domestic Subsidiary borrower or a Foreign Subsidiary meeting the requirements an additional or co-borrower or otherwise, for or in respect of Section 8.12(b), Borrower and its Subsidiaries willany Indebtedness under any Material Credit Facility to concurrently therewith: (i) cause enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such new Subsidiary Subsidiary, on a joint and several basis with all other such Subsidiaries, of (x) the prompt payment in full when due of all amounts payable by the Company pursuant to become the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Company thereunder and (y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement;Guaranty”); and (ii) take such action or cause deliver the following to each holder of a Note: (A) an executed counterpart of such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunderGuaranty; (iiiB) cause the parent a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to execute the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16, 5.17 and deliver a pledge agreement in favor 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company); (C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the Lenders in respect of all outstanding issued shares execution and delivery of such SubsidiarySubsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and (ivD) deliver such proof of corporate action, incumbency of officers and other documents (other than legal opinions an opinion of counsel reasonably satisfactory to the ObligorsRequired Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) as At the election of the Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty under clause (x) of subparagraph (a) of this Section 9.7 may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders; provided, that (i) such Subsidiary Guarantor is consistent not an Unencumbered Assets Subsidiary and the Company provides each holder a certificate of a Senior Financial Officer certifying compliance with those delivered by each Obligor Section 10.1(e) and (f) on a pro forma basis after giving effect to such release and all other releases of Subsidiary Guarantors pursuant to this clause (b) and Section 9.7(c) since the delivery 57960355 -27- of the most recent financial statements pursuant to Section 6.01 7.1(a) or as (b), (ii) such Subsidiary Guarantor has ceased to be a Subsidiary pursuant to a transaction permitted pursuant to this Agreement, (iii) at the Majority Lenders time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iv) no amount is then due and payable under such Subsidiary Guaranty, and (v) each holder shall have requestedreceived a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv). (c) At the election of the Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty under clause (y) of subparagraph (a) of this Section 9.7 may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that (i) such Subsidiary Guarantor is not an Unencumbered Assets Subsidiary and the Company provides each holder a certificate of a Senior Financial Officer certifying compliance with Section 10.1(e) and (f) on a pro forma basis after giving effect to such release and all other releases of Subsidiary Guarantors pursuant to this clause (c) and Section 9.7(b) since the delivery of the most recent financial statements pursuant to Section 7.1(a) or (b), (ii) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Material Credit Facility, (iii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iv) no amount is then due and payable under such Subsidiary Guaranty, (v) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (vi) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (v). In the event of any such release, for purposes of Section 10.3, all Indebtedness of such Subsidiary shall be deemed to have been incurred concurrently with such release.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, Borrower will take such action, and (a) The Company will cause each of its Subsidiaries to take such actionthat guarantees or otherwise becomes liable at any time, from time to time whether as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries a borrower or an additional or co-borrower or otherwise, for or in respect of Borrower, and such Foreign Subsidiaries as are required any Indebtedness under Section 8.12(b), are “Subsidiary Guarantors” hereunder. Without limiting any Material Credit Facility or the generality of the foregoing but subject to the relevant limitations and terms contained in the Security PNC Loan Documents, in the event that Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary or a Foreign Subsidiary meeting the requirements of Section 8.12(b), Borrower and its Subsidiaries willto concurrently therewith: (i) cause such new enter into and deliver to each holder of a Note a Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement, pursuant to a Guarantee Assumption Agreement;Guaranty; and (ii) take such action or cause deliver the following to each holder of a Note: (A) a certificate signed by an authorized responsible officer of such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create containing representations and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens warranties on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; (iii) cause the parent behalf of such Subsidiary to execute the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6 and deliver 5.7 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company or a pledge agreement in favor Subsidiary Guarantor); (B) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the Lenders in respect of all outstanding issued shares execution and delivery of such SubsidiarySubsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; (C) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request; and (ivD) deliver if such proof Subsidiary is organized under the laws of corporate actiona jurisdiction outside the United States, incumbency evidence of officers the acceptance by a process agent that is reasonably satisfactory to the Required Holders of the appointment and designation provided for by such Subsidiary Guaranty, as such Subsidiary’s agent to receive, for it and on its behalf, service of process, for the period from the date of such Subsidiary Guaranty to August 1, 2034 (and the payment in full of all fees in respect thereof). (b) Subject to Section 9.7(a), the Company may, at its election, at any time, cause any Subsidiary which is not then a Subsidiary Guarantor to become a Subsidiary Guarantor by delivering each of the documents and satisfying each of the other documents conditions specified in clauses (i) and (ii) of Section 9.7(a) with respect to such Subsidiary. (c) At the election of the Company and by written notice to each holder of Notes, any Subsidiary Guarantor (other than legal opinions each of counsel Evercore LP, Evercore Group Holdings L.P. and Evercore Partners Services East L.L.C.) may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any PNC Loan Document or any Material Credit Facility, then such Subsidiary Guarantor shall have been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such PNC Loan Document or such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any PNC Loan Document or any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such PNC Loan Documents or such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the Obligorsmatters set forth in clauses (i) as is consistent through (iv). In the event of any such release, for purposes of Section 10.6, all Indebtedness of such Subsidiary shall be deemed to have been incurred concurrently with those delivered by each Obligor pursuant to Section 6.01 or as the Majority Lenders shall have requestedsuch release.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, The Borrower will take such action, and will cause each of its Subsidiaries (other than Inactive Subsidiaries, unless such Inactive Subsidiary is also a "Note Guarantor" under the 1995 Senior Notes Indenture, the 1997 Senior Notes Indenture or any indenture or other agreement under which the New Senior Notes shall be issued) to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that (other than Inactive Subsidiaries) of the Borrower are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), are “"Subsidiary Guarantors” " hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that the Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary that is shall constitute a Domestic Subsidiary hereunder (or a Foreign in the event that any Inactive Subsidiary meeting the requirements of Section 8.12(bshall cease to be an Inactive Subsidiary), the Borrower and its Subsidiaries will:will cause such new Subsidiary (or formerly Inactive Subsidiary) to (i) cause such new Subsidiary to become a “"Subsidiary Guarantor” " hereunder, and a “Grantor” "Securing Party" under the Revolving Credit Security Agreement, Agreement pursuant to a Guarantee Assumption Agreement;, (ii) take such action or cause such Subsidiary to take such action (including including, without limitation, delivering such shares of stock together with undated transfer powers executed in blankand executing and delivering such Uniform Commercial Code financing statements) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property Property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder;hereunder in respect of the Revolving Credit Loans, and (iii) cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 7.01 of the Existing Credit Agreement or as the Majority Lenders Administrative Agent shall have reasonably requested.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, The Borrower will take such action, and will cause each of its Subsidiaries (other than Inactive Subsidiaries, unless such Inactive Subsidiary is also a "Note Guarantor" under the 1995 Senior Notes Indenture) to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that of the Borrower are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), are “"Subsidiary Guarantors” " hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that the Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary that is shall constitute a Domestic Subsidiary hereunder (or a Foreign in the event that any Inactive Subsidiary meeting the requirements of Section 8.12(bshall cease to be an Inactive Subsidiary), the Borrower and its Subsidiaries will:will cause such new Subsidiary (or formerly Inactive Subsidiary) to (i) cause such new Subsidiary to become a “"Subsidiary Guarantor” " hereunder, and a “Grantor” "Securing Party" under the Revolving Credit Security Agreement, Agreement pursuant to a Guarantee Assumption Agreement;, (ii) take such action or cause such Subsidiary to take such action (including including, without limitation, delivering such shares of stock together with undated transfer powers executed in blankand executing and delivering such Uniform Commercial Code financing statements) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property Property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder;hereunder in respect of the Revolving Credit Loans, and (iii) cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 7.01 on the Closing Date or as the Majority Lenders Administrative Agent shall have reasonably requested.

Subsidiary Guarantors. Subject to the relevant limitations and terms contained in the Security Documents, The Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries that of the Borrower (other than Non-Material Subsidiaries) are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), are “"Subsidiary Guarantors” " hereunder (including payment of fees to any Subsidiary Guarantors organized in Argentina as consideration for becoming a Subsidiary Guarantor hereunder). Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documentsforegoing, in the event that the Borrower or any of its Subsidiaries shall form or acquire any new Person that shall constitute a Subsidiary that is (other than a Domestic Subsidiary or a Foreign Subsidiary meeting Non-Material Subsidiary) hereunder, the requirements of Section 8.12(b), Borrower and its Subsidiaries willwill cause such new Subsidiary to: (i) cause such new Subsidiary to become a “"Subsidiary Guarantor” " hereunder, and a “Grantor” "Securing Party" under the Security Agreement, Documents pursuant to a Guarantee Assumption Agreement; (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blankand Security Documents) as shall be necessary to create and perfect valid valid, perfected and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all of the personal property Covered Property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder; (iii) cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiaryunder its Guarantee Assumption Agreement; and (iviii) deliver such proof of corporate action, incumbency of officers officers, opinions of counsel and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor pursuant to Section 6.01 5.01 on the Closing Date or as the Majority Lenders Administrative Agent shall have requested.

Subsidiary Guarantors. Subject In the event that the Company shall form or cause to be formed or acquire any new Subsidiary (other than an Unrestricted Subsidiary, an Inactive Subsidiary or a Subsidiary that is a partnership or limited liability company that is not a Wholly Owned Subsidiary) after the relevant limitations and terms contained in date hereof then, subject to clause (c) below, the Security Documents, Borrower will take such actionCompany will, and will cause each of its Restricted Subsidiaries to take to, cause such action, from time to time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries of Borrower, and such Foreign Subsidiaries as are required under Section 8.12(b), are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing but subject to the relevant limitations and terms contained in the Security Documents, in the event that Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary within ten Business Days of such formation or a Foreign Subsidiary meeting the requirements of Section 8.12(b), Borrower and its Subsidiaries willacquisition: (i) cause such new Subsidiary to execute and deliver to the Administrative Agent a Joinder Agreement (and thereby to become a “party to this Agreement, as a "Subsidiary Guarantor” " hereunder, and to the Pledge Agreement, as a “Grantor” "Securing Party" thereunder) and to pledge and grant to the Administrative Agent for the benefit of the Lenders (and their Affiliates party to one or more Swap Agreements) hereunder a security interest in any property owned by it that is of the type included in the definition of "Collateral" under the Security AgreementPledge Agreement (it being understood that in the case of any equity interest in any Non-Guarantor Restricted Foreign Subsidiary owned by the Company or any Subsidiary Guarantor, pursuant such Obligors shall not be required to a Guarantee Assumption Agreementpledge to the Administrative Agent, for the benefit of the Lenders, more than 65% of the voting capital stock of such Subsidiary, but shall be required to pledge 100% of any other capital stock of such Subsidiary); (ii) take such action or cause such Subsidiary to take such action (including delivering such shares of stock together with undated transfer powers executed in blankand delivering such Uniform Commercial Code financing statements) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Liens permitted under Section 9.02(c)) Liens on substantially all consistent with the provisions of the personal property of Pledge Agreement on such new Subsidiary as collateral security for Collateral under the obligations of such new Subsidiary hereunder;Pledge Agreement; and (iii) cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such Subsidiary; and (iv) deliver such proof of corporate action, incumbency of officers and other documents (other than legal opinions of counsel to the Obligors) as is consistent with those delivered by each Obligor Subsidiary Guarantor pursuant to Section 6.01 5.01 upon the Effective Date or as the Majority Lenders Administrative Agent shall have reasonably requested. Credit Agreement -82- Without limiting the generality of and notwithstanding the foregoing, prior to or concurrently with any Subsidiary becoming a guarantor in respect of any Senior Subordinated Notes, New Senior Subordinated Notes or New Senior Notes (or in respect of any Refunding Indebtedness), the Company shall cause such Subsidiary to become a Subsidiary Guarantor hereunder in compliance with the provisions of the preceding paragraph, whether or not such Subsidiary is otherwise required to be a Subsidiary Guarantor hereunder.